Noel Sauer
About Noel Sauer
Noel Sauer, Ph.D., is Senior Vice President, Research at Cibus, serving in this role since 2021 after serving as Vice President of Research from 2017 to 2021; she is 58 years old and holds a B.S. in Biological Sciences (USC) and a Ph.D. in Microbiology and Molecular Genetics (Harvard), with postdoctoral research at MGH/Harvard Medical School . Her background includes platform and technology development roles at Cequent Pharmaceuticals (2007–2009) and Illumina (2010), with work for the Gates Foundation on pathogen detection technologies . Company performance context during her senior leadership tenure shows rapidly scaling revenues off a small base and negative EBITDA; TSR disclosures indicate a challenging equity performance in 2024, reflecting early-stage commercialization and investment cycle dynamics ; Revenue and EBITDA details are in the tables below.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Illumina (San Diego) | Technology development | 2010 | Helped develop technologies for the Bill & Melinda Gates Foundation to detect endemic pathogens in clinical samples in developing countries . |
| Cequent Pharmaceuticals (Cambridge, MA) | Platform development lead | 2007–2009 | Helped lead platform development (tkRNAi) enabling therapeutic technology for IBD and colon-cancer prevention . |
External Roles
- Not disclosed in the company proxy materials reviewed .
Company Performance Context
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues (USD) | $157,000 | $1,817,000 | $4,262,000 |
| EBITDA (USD) | -$20,836,000* | -$56,971,000* | -$70,105,000* |
| Metric | Q4 2024 | Q1 2025 | Q2 2025 | Q3 2025 |
|---|---|---|---|---|
| Revenues (USD) | $1,212,000 | $1,034,000 | $933,000 | $615,000 |
| EBITDA (USD) | -$16,376,000* | -$18,987,000* | -$16,371,000* | -$14,018,000* |
- Values with asterisk (*) retrieved from S&P Global (Capital IQ).
Additional pay-versus-performance context (company disclosure):
- TSR “$100 investment” values: 2022: $6.95; 2023: $18.72; 2024: $2.61 .
- Net income (loss): 2022: $(16,891)k; 2023: $(337,639)k; 2024: $(282,713)k .
Fixed Compensation
- Not disclosed for Noel Sauer; she was not a Named Executive Officer (NEO) in the 2024 Summary Compensation Table .
Performance Compensation
Option Awards
| Instrument | Shares | Exercise Price | Expiration | Vesting Schedule |
|---|---|---|---|---|
| Stock Option (Right-to-Buy) | 41,000 | $5.75 | 11/11/2034 | 25% vests on November 11 of each year 2025–2028 . |
- The company states NEO equity awards are not timed around material nonpublic information; this policy context informs broader equity grant practices (though Noel’s specific grant timing is not discussed) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership (Class A) | 93,730 shares (direct) as of Form 3 event date 03/24/2025 . |
| Options | 41,000 options at $5.75, expiring 11/11/2034; vest 25% annually 2025–2028 . |
| Exercisable vs. unexercisable options (as of 03/24/2025) | 0 exercisable; 41,000 unexercisable (vesting begins 11/11/2025) . |
| Shares outstanding (Class A) basis date | 32,850,026 Class A shares outstanding as of 03/24/2025 (beneficial ownership table basis) . |
| Ownership as % of Class A outstanding | ~0.29% (93,730 / 32,850,026), based on Form 3 holdings and Class A outstanding . |
| Hedging policy | Hedging transactions prohibited for all employees and directors . |
| Pledging policy | Pledging generally restricted; company states no pledging by any employee, officer, or director during 2024 . |
| Clawback | Company clawback policy effective May 31, 2023, for executive officers on incentive-based pay tied to financial measures . |
| Section 16 compliance note (2024) | Company disclosed certain late filers in 2024; named late filers did not include Noel Sauer . |
Vesting calendar implications:
- Option vesting dates (Nov 11 in 2025–2028) create periodic windows where newly vested shares could become available for exercise/sale, potentially adding incremental selling pressure around those dates .
Employment Terms
- Noel Sauer’s individual employment agreement terms were not summarized in the 2025 proxy; the proxy details agreements for the PEOs (Riggs and Beetham) only, including terms on salary, bonus eligibility, restrictive covenants, and termination/change-in-control for those executives .
Compensation Committee and Peer Benchmarking
- The Compensation Committee engaged Aon plc in 2024 as an independent compensation consultant to advise on executive and director programs, peer comparisons, and best practices; the committee determined Aon was independent and free of conflicts . The proxy notes comparisons to a designated peer group but does not list constituents in the excerpt reviewed .
Risk Indicators and Governance Policies
- Hedging prohibited; pledging restricted with no pledges in 2024—a positive alignment indicator .
- Clawback policy adopted per Nasdaq and SEC Rule 10D-1; no restatements requiring recovery reported to date .
- Equity award timing policy indicates no grant timing around material filings—a safeguard against spring-loading/winter-loading .
- “Delinquent Section 16(a)” note lists certain late filers in 2024; Noel Sauer not listed among them .
Investment Implications
- Alignment: Direct ownership (93,730 shares) plus 41,000 time-vested options align incentives with long-term equity value creation; anti-hedging and anti-pledging policies reduce misalignment risks .
- Selling pressure: Option vesting tranches in November 2025–2028 could introduce modest cadence to potential selling or exercise activity around those dates .
- Pay-for-performance visibility: As a non-NEO, cash and PSU/RSU targets and performance metrics tied to Noel’s incentives were not disclosed; investors should monitor future proxies and any 8-K 5.02 filings for updates .
- Execution/track record: Her career has emphasized platform and technology development (Cequent, Illumina), and leadership in precision plant breeding at Cibus—key to value creation in traits and RTDS technology scaling .
- Macro context: Company financials reflect early commercialization with small but growing revenues and negative EBITDA; equity compensation value realization is likely tied to successful trait platform execution and commercialization milestones (see revenue/EBITDA tables; EBITDA values from S&P Global) .
Monitor: Future Form 4 filings for Noel Sauer for selling/exercise trends, proxy disclosures for ownership guideline compliance and performance metric details, and quarterly progress on revenue scaling and margin trajectory.